Common use of Basic Financial Information Clause in Contracts

Basic Financial Information. The Company will furnish the following reports to the Purchasers: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasers. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to the Purchaserseach Investor: (a) As soon as practicable after the end of each fiscal year of the CompanyCompany (including, without limitation, fiscal 1998), and in any event within ninety (90) days thereafter, a an audited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and audited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company Company, and satisfactory a Company-prepared comparison to the PurchasersCompany's operating plan for such year. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of except that such financial statements delivered to need not contain the Purchasers pursuant to Section 7.1 will be accompanied notes required by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the generally accepted accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoprinciples.

Basic Financial Information. The Company will furnish the following reports to you so long as the Purchasersyou (or your representative) is a holder of Preferred or Common Stock: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) one hundred and twenty days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) forty-five days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified signed by the principal financial or accounting officer of the Company. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of the financial statements delivered referred to in subparagraphs (a) and (b) of Section 7.1 and subparagraph (a) of Section 7.2 shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end adjustments (none of which would, alone or in the aggregate, be materially adverse to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairmanfinancial condition, President operating results, assets, operations or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions business prospects of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes subsidiaries taken as a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretowhole).

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns at least 770,000 Shares of Registrable Securities (as adjusted for stock splits, reverse stock splits, stock dividends and similar events), the Company will furnish the following reports to the Purchaserssuch Holder: (ai) As soon as practicable Within ninety (90) days after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by the independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (bii) As soon as practicable Within forty-five (45) days after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified detail, except that such financial statements need not contain the notes required by the principal financial or generally accepted accounting officer of the Companyprinciples. (ciii) So long as Within thirty (30) days after the end of each month a consolidated balance sheet of the Company is and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to the reporting requirements of the Securities Exchange Act of 1934normal year-end audit adjustments, as amended prepared in accordance with generally accepted accounting principles. (the "Exchange Act")iv) The Company may provide, and in lieu of the financial information required pursuant to Sections 7.1(asubsections (a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to the Purchasers:Investor (or its representatives): (ai) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred twenty (90120) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated income and retained earnings and of statement of cash flows of the Company and its Subsidiaries, if anyany (collectively with the balance sheet, the "Investment Financial Statements"), for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of nationally recognized national standing selected by the Company and satisfactory reporting to the PurchasersBoard and approved by the Investor, and including a Company prepared comparison to budget. (bii) As soon as practicable after the end of each month and each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows Investment Financial Statements of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to dateperiod, prepared in accordance with generally accepted accounting principles consistently applied applied, subject to changes resulting from year-end audit adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (ciii) So long as If the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"," which term shall include any successor federal statute), and it may in lieu of the financial information required pursuant to Sections 7.1(athis Section 4(a)(i) and (bii) provide copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively, or other then-equivalent report form. (iv) Immediately upon any officer of the Company obtaining actual knowledge of the occurrence of any material violation or default by the Company or any of its Subsidiaries in the performance of (A) its agreements or covenants contained herein, (B) its material agreements or covenants contained in any other agreement to which the Company or any of its Subsidiaries is a party or (C) its agreements or covenants contained in the Certificate of Incorporation or of the occurrence of any condition, event or act which, with or without notice or lapse of time, or both, would constitute a material violation or an event of default, a written notice specifying the nature and status thereof and, what action the Company has taken, is taking and proposes to take with respect thereto. (v) Annually, but in any event no later than sixty (60) days after the commencement of each fiscal year of the Company, the yearly budget and operating plan of the Company, in such manner and form reasonably acceptable to the Investor and as approved by the Board, which plan shall include a projection of income and projected Investment Financial Statements as of the end of such fiscal year. Any material changes in such plan shall be submitted as promptly as practicable after such changes have been approved by the Board. (vi) As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof, (A) copies of any reports or communications delivered to any of the Company's security holders (in their capacity as such), but within any governmental entity (excluding ordinary permit applications or similar types of correspondence and documentation in connection therewith), any financial institution or member of the time periods required for financial community (other than correspondence and documents delivered to such financial institutions or members in the furnishing thereofordinary course of business which do not materially adversely impact on the Investor's investment in the Company) or to any other individual or entity who may receive such information by law or pursuant to a contract or other agreement with the Company (except in the ordinary course of business), copies of all SEC Documents filed including any filings by the Company, includingor by any of its officers or directors relating to the Company, but not limited towith any securities exchange or the Commission or the National Association of Securities Dealers, Inc., (B) notice of any event which has a material adverse effect on the Company's business, prospects or condition, financial or otherwise, or on the ability of the Company to perform its reports filed obligations under this Agreement, or under any other agreement, or on Form 10-KSBthe Investor's investment in the Series D Stock or in the Common Stock issuable upon conversion of the Series D Stock, Form 10-QSBand (C) notice of material breach or failure to comply with any representation, Form 8-K warranty, covenant or any successor form or formsagreement of the Company contained herein, including the Exhibits hereto. (dvii) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer Immediately upon any principal officer of the Company setting forth:or any other officer of the Company involved in its financial administration obtaining knowledge of the occurrence of any (A) "reportable event," as such term is defined in section 4043 of ERISA, other than any such event with respect to which the statutory thirty (30)-day notice requirement has been waived by regulation, or (B) "prohibited transaction," as such term is defined in section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), in connection with any plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking and proposes to take with respect thereto, and, when known, any action taken or threatened by the internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto. (iviii) Covenant Compliance - any With reasonable promptness, such other information required in order and data with respect to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, as the Investor may from time to time reasonably request. (ix) The provisions of this Section 4(a)shall not be in limitation of any rights which the beginning Investor may have to inspect the books and records of the accounting period covered Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts; and, in the event that the Company is unable to comply with the provisions of this Section 4(a), the Board shall, by resolution duly adopted, authorize and cause a firm of independent public accountants of nationally recognized standing in the income statements being delivered therewith United States to prepare promptly and furnish such information to the date of Investor at the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoCompany's expense.

Basic Financial Information. The If at any time the Company is not subject to the reporting requirements at Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company will furnish the following reports to the Purchaserseach Holder: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) 90 days thereafter, a consolidated (and consolidating) consolidating balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidating) consolidating statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited (without scope limitations imposed by a "Big Five" international accounting firm selected by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasers.; (b) As soon as practicable after the end of the first, second and third each quarterly accounting periods period in each fiscal year of the Company, and in any event within thirty (30) 45 days thereafter, a consolidated (and consolidating) consolidating balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) consolidating statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal chief financial or accounting officer of the Company., except that such statements need not contain the notes required by generally accepted accounting principles; and (c) So long As soon as practicable after the Company is subject to the reporting requirements end of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each monthly accounting period and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but any event within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision30 days thereafter, a review of the transactions consolidated and conditions consolidating balance sheet of the Company and its Subsidiariessubsidiaries, if any, from the beginning as of the end of such month and consolidated and consolidating statements of income and of cash flow of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting period covered principles consistently applied and certified by an officer of the income Company, except that such statements being delivered therewith need not contain the notes required by generally accepted accounting principles. Such balance sheet and statements shall include a comparison to the Company's financial plan for such month and fiscal year-to-date of the certificate period and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoshall show variances therefrom.

Basic Financial Information. The Company will furnish to each Investor and any owner of 5% or more of the following reports to the Purchasers:outstanding shares of Common Stock (“Qualifying Owner”): (ai) As as soon as practicable practicable, but no later than 120 days after the end of each fiscal year of the Company, and in any event within ninety (90A) days thereafter, a consolidated (and consolidating) balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidatingD) statements a statement of operations, accumulated earnings and cash flows stockholders’ equity as of the Company and its Subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the figures for the previous 2021 fiscal year; (ii) as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required); (iii) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in reasonable sufficient detail audited (without scope limitations imposed by as to permit the Holders to calculate their respective percentage equity ownership in the Company) , and certified by independent public accountants the Chief Executive Officer or senior finance officer of recognized national standing selected the Company as being true, complete, and correct; (iv) as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an annual budget (the “Budget”) for the Company and satisfactory to each of its subsidiaries for the Purchasers.upcoming year, which Budget shall include, without limitation, all expense and capital spending expectations for the Company; (bv) As as soon as practicable practicable, but in any event by March 15 after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, all tax information necessary for the Investors to file their respective state and federal tax filings; (vi) at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past and forecasted), recent developments relating to, and material risks facing, the Company; and (vii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in any event within respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, the Company may cease providing the information set forth in this Section 1.1 during the period starting with the date thirty (30) days thereafter, a consolidated (and consolidating) balance sheet before the Company’s good faith estimate of the Company and its Subsidiaries, if any, as date of the end filing of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared a registration statement in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods Securities Act of the previous fiscal year1933, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's as amended or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: amended; provided that (i) Covenant Compliance - any information required in order to establish whether the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company and is no longer actively employing its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income commercially reasonable efforts to cause such registration statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, to become effective or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoregistration statement is withdrawn.

Basic Financial Information. The Company hereby covenants and agrees, so long as any Holder owns not less than 5% of the outstanding voting stock of the Company (on a fully diluted basis), it will furnish the following reports to the Purchaserseach Holder: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal yearyear (if any), all in reasonable detail audited (without scope limitations imposed by the Company) and certified by Xxxxx Xxxxxxxx LLP or independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) So long As soon as practical after the end of each month and in any event within thirty (30) days thereafter a consolidated balance sheet of the Company is and its subsidiaries, if any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied and certified by the reporting requirements principal financial or accounting officer of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's operating plan then in effect and approved by its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or formsBoard of Directors. (d) Each set Annually (but in any event at least thirty (30) days prior to the commencement of each fiscal year of the Company) the financial statements plan of the Company, in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet as of the end of such fiscal year. Any material changes in such business plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (e) Within 30 days of receipt by the Company, a copy of the annual management review letter of the Company's independent public accountants. (f) As soon as practicable after transmission or occurrence and in any event within ten days thereof, copies of any reports or communications delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate any class of the ChairmanCompany's security holders or broadly to the financial community, President or a Vice President and the Treasurer or an Assistant Treasurer of including any filings by the Company setting forth: (i) Covenant Compliance - with any information required in order to establish whether securities exchange, the Company Securities and its Subsidiaries were in compliance with Exchange Commission or the requirements National Association of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have madeSecurities Dealers, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.Inc.

Basic Financial Information. The Company will furnish the --------------------------- following reports to the Purchaserseach Qualified Holder, as defined in Section 2.1 above: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 7.1(a3.1(a) and (b), but within the time periods required for the furnishing thereof) hereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set As soon as practical after the end of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by each month and in any event within thirty (30) days thereafter, a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer consolidated balance sheet of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether as at the Company end of such month and its Subsidiaries were in compliance with the requirements consolidated statements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions cash flows of the Company for each month and its Subsidiaries, if any, from for the beginning current fiscal year of the accounting period covered Company to date, all subject to normal year-end audit adjustments, certified by the income statements being delivered therewith to the date principal financial or accounting officer of the certificate Company. (e) Annually (and that such review has not disclosed in any event no later than ten (10) days after adoption by the existence during such period Board of any condition or event which constitutes a breach or default under this Agreement or any Directors of the other agreements contemplated hereby orCompany) the financial plan of the Company, if any in such condition or event existed or existsmanner and form as approved by the Board of Directors of the Company, specifying which financial plan shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the nature and period end of existence thereof and what action the Company has taken or proposes to take with respect theretoeach fiscal quarter in such fiscal year.

Basic Financial Information. The Company will furnish the following reports to each Investor, so long as such Investor (or its representative) owns at least 200,000 Shares, or such number of shares of Common Stock issued upon conversion of 200,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the Purchasers:like) (a "Significant Holder") (or a representative of any Significant Holder): (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and except that such review has balance sheet need not disclosed contain the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretonotes required by generally accepted accounting principles.

Basic Financial Information. The Company will furnish to each Investor and any owner of 5% or more of the following reports to the Purchasers:outstanding shares of Common Stock (“Qualifying Owner”): (ai) As as soon as practicable practicable, but no later than 120 days after the end of each fiscal year of the Company, and in any event within ninety (90A) days thereafter, a consolidated (and consolidating) balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidatingD) statements a statement of operations, accumulated earnings and cash flows stockholders’ equity as of the Company and its Subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the figures for the previous 2021 fiscal year; (ii) as soon as practicable, but no later than twenty four (24) days after the end of each calendar month, unaudited statements of income and of cash flows for such month, an unaudited balance sheet and a statement of stockholders’ equity, all prepared in accordance with GAAP after (except that such financial statements may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required), and key Company business metrics and performance indicators as of the end of such month; (iii) as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required); (iv) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in reasonable sufficient detail audited (without scope limitations imposed by as to permit the Holders to calculate their respective percentage equity ownership in the Company) , and certified by independent public accountants the Chief Executive Officer or senior finance officer of recognized national standing selected the Company as being true, complete, and correct; (v) as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an annual budget (the “Budget”) for the Company and satisfactory to each of its subsidiaries for the Purchasers.upcoming year, which Budget shall include, without limitation, all expense and capital spending expectations for the Company; (bvi) As as soon as practicable practicable, but in any event by March 15 after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, all tax information necessary for the Investors to file their respective state and federal tax filings; (vii) at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past and forecasted), recent developments relating to, and material risks facing, the Company; and (viii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time to time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in any event within respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, the Company may cease providing the information set forth in this Section 1.1 during the period starting with the date thirty (30) days thereafter, a consolidated (and consolidating) balance sheet before the Company’s good faith estimate of the Company and its Subsidiaries, if any, as date of the end filing of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared a registration statement in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods Securities Act of the previous fiscal year1933, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's as amended or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: amended; provided that (i) Covenant Compliance - any information required in order to establish whether the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company and is no longer actively employing its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income commercially reasonable efforts to cause such registration statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, to become effective or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoregistration statement is withdrawn.

Basic Financial Information. The Company will (a) So long as any Holder or any subsidiary, affiliate or partner of such Holder shall own any shares of series A, Series B or Series C Preferred Stock or Registrable Securities, to furnish the following reports to the Purchasersreports: (ai) As soon as practicable after the end of each fiscal year of the Companyyear, and in any event within ninety (90) 120 days thereafter, a audited consolidated (and consolidating) balance sheet sheets of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and audited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed and accompanied by the Company) a report and certified opinion thereon by independent public accountants of recognized national standing selected by the Company Company's board of directors and satisfactory to the Purchasersby a copy of such accountants' management letter prepared in connection therewith. (bii) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companyfirst three (3) quarters of the fiscal year, and but in any event within thirty forty-five (3045) days thereafterafter the end of each such quarter, a the Company's unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly periodquarter, and its unaudited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, for such period quarter, all in reasonable detail and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (cb) So long as any Holder, when considered together with any subsidiary, affiliate or partner of such Holder shall own at least 100,000 shares of Series A, Series B or Series C Preferred Stock or Registrable Securities, (i) to furnish to such Holder as soon as practicable after the Company is subject end of each month, but in any event within thirty (30) days thereafter, the Company's unaudited consolidated balance sheet as of the end of such month and its unaudited statement of income and cash flows for such month, indicating actual results versus the Company's plan, all in reasonable detail and prepared in accordance with generally accepted accounting principles and certified by the principal financial or accounting officer of the Company; and (ii) to furnish to such Holder no later than thirty (30) days prior to the reporting requirements beginning of each fiscal year a copy of the Securities Exchange Act of 1934Company's annual operating plan for the forthcoming fiscal year and, as amended (soon as practicable after the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing adoption thereof, copies of all SEC Documents filed any revisions to such annual operating plan. (c) The rights granted pursuant to this paragraph 3.1 may not be assigned or otherwise conveyed by any Holder or by any subsequent transferee of any such rights without the written consent of the Company, including, but which consent shall not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to be unreasonably withheld; provided that the Purchasers pursuant to Section 7.1 will be accompanied by Company may refuse such written consent if the proposed transferee is a certificate competitor of the ChairmanCompany; and provided further, President or a Vice President and that no such written consent shall be required if the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required transfer is in order to establish whether the Company and its Subsidiaries were in compliance connection with the requirements transfer of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have madeSeries A, Series B or caused Series C Preferred Stock to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby partner or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to each Holder of at least 400 shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the Purchasers:like and aggregating all shares of Registrable Securities held by entities affiliated with an Investor, including but not limited to trusts for the benefit of an Investor or Investor's immediate family members and any partner of an Investor) of the Company's Registrable Securities (each a "Significant Holder"): (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 7.1(a2.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least five percent (5%) of the Purchasers:outstanding shares of the Company’s Common Stock assuming full conversion of the Shares and full conversion or exercise of all outstanding convertible securities, rights, options and warrants of the Company (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) (collectively, the “Major Holders”): (ai) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafterafter the end of each fiscal year of the Company, a an unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and unaudited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasersapplied. (bii) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafterafter the end of the first, a second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to dateperiod, prepared in accordance with U.S. generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearapplied, subject to changes resulting from normal year-end audit adjustments, adjustments and setting forth any events which could reasonably be expected the absence of required footnote disclosure. (iii) Within thirty (30) days prior to have an adverse effect upon the Company's or any Subsidiary's finances or the results beginning of its operations, all in reasonable detail and certified by the principal financial or accounting officer each fiscal year of the Company. (c) So long , an annual operating plan for such fiscal year and, as soon as practicable after the Company is subject to the reporting requirements end of each monthly accounting period in each fiscal year of the Securities Exchange Act of 1934, as amended (the "Exchange Act")Company, and in lieu any event within thirty (30) days after the end of the financial information required pursuant to Sections 7.1(a) and (b)each such monthly accounting period, but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions unaudited consolidated balance sheet of the Company and its Subsidiariessubsidiaries, if any, from the beginning as of the end of such monthly accounting period covered by the period, and unaudited consolidated statements of income statements being delivered therewith to the date and cash flows of the certificate Company and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby orits subsidiaries, if any any, for such condition or event existed or existsmonthly accounting period, specifying prepared consistently and in accordance with the nature U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments and period the absence of existence thereof and what action required footnote disclosure, each compared against the Company has taken or proposes to take with respect theretoannual operating plan results for such monthly accounting period.

Basic Financial Information. The (a) Subject to Section 2.1 (b) below, the Company will furnish the following reports to the Purchaserseach Holder: (ai) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a an audited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and audited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasersdetail. (bii) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from all in reasonable detail, except that such financial statements need not contain the notes required by generally accepted accounting principles. (iii) As soon as practicable before the beginning of each fiscal year-end audit adjustments, and setting forth in any events which could reasonably be expected event no later than thirty (30) days prior to have an adverse effect upon each fiscal year, a plan of the Company's or any Subsidiary's finances or annual operating budget for the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Companyapproaching fiscal year. (civ) So long To the extent available, monthly unaudited financial statements (including income statements, balance sheets, cash flow statements and summaries of bookings), annual and long-term budgets and other customary information such as reports of adverse developments, management letters, communications with stockholders, press releases and registration statements. (v) From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 7.1(aSection 2.1 (a) and (b), but within the time periods required for the furnishing thereofhereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSB, Form 8-K or any successor form or forms.Q. (db) Each set The rights of financial statements delivered to the Purchasers any Holder pursuant to Section 7.1 will be accompanied by a certificate 2.1 (a) above shall terminate on the date such Holder owns less than thirty-three percent (33%) of the Chairmansuch Holder's initial Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, President or a Vice President stock dividends, reverse stock splits and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretolike).

Basic Financial Information. The Company will shall furnish to each Purchaser holding that number of shares equal to or in excess of the following reports quotient determined by dividing (x) the Major Purchaser Dollar Threshold by (y) the Purchase Price, rounded up to the Purchasers: next whole share (aa “Major Purchaser”), and any entity that requires such information pursuant to its organizational documents when available (1) As soon as practicable after the end of annual unaudited financial statements for each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) including an unaudited balance sheet as of the Company and its Subsidiaries, if any, as at the end of such fiscal year, an unaudited income statement, and consolidated (and consolidating) statements an unaudited statement of operationscash flows, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in practices, and (2) quarterly unaudited financial statements for each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants quarter of recognized national standing selected by the Company and satisfactory to (except the Purchasers. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year last quarter of the Company’s fiscal year), and in any event within thirty (30) days thereafter, a consolidated (and consolidating) including an unaudited balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly periodfiscal quarter, an unaudited income statement, and consolidated (and consolidating) statements an unaudited statement of operationscash flows, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearpractices, subject to changes resulting from normal year-end audit adjustments, and setting forth . If the Company has audited records of any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934foregoing, as amended (the "Exchange Act"), and then it shall provide those in lieu of the financial information required pursuant unaudited versions. In addition to Sections 7.1(a) and (b)without limiting the foregoing, but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered and prior to the Purchasers pursuant occurrence of any Series Seed Failure to Section 7.1 will be accompanied by a certificate of the ChairmanInvest, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: shall: (i) Covenant Compliance - any provide to one (1) authorized representative of LAI (initially Ex Xxxx), at the frequency reasonably requested by such representative, all financial information required in order reasonably necessary for such representative to establish whether analyze and manage the Company Company’s payables, financial commitments and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnishedcash flow; and (ii) Event provide to the Series Seed Board Designees (as defined below) monthly financial updates concerning the Company; and (iii) notify LAI in writing (including by email) (each a “Financial Commitment Notice”), and seek LAI’s written consent (including by email) (e.g., from either Ex Xxxx, Jxx Xxx, Jxxxxx Xxxxxxx or another authorized representative of Default - that the signers have reviewed the relevant terms of this Agreement and have madeLAI), or caused to be made, under their supervision, a review of the transactions and conditions of before the Company and its Subsidiaries, if any, from the beginning commits to pay any contractual or financial obligation with an aggregate value in excess of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes $50,000 (each a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto“Financial Commitment Consent”).

Basic Financial Information. The Company will furnish to each Investor and any owner of 5% or more of the following reports to the Purchasers:outstanding shares of Common Stock (“Qualifying Owner”): (ai) As as soon as practicable practicable, but no later than 120 days after the end of each fiscal year of the Company, and in any event within ninety (90A) days thereafter, a consolidated (and consolidating) balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidatingD) statements a statement of operations, accumulated earnings and cash flows stockholders’ equity as of the Company and its Subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail practices (“GAAP”) and audited (without scope limitations imposed by the Company) and certified by independent public accountants an recognized accounting firm that is a PCAOB qualified auditor, commencing with the 2022 fiscal year; (ii) as soon as practicable, but not later than 75 days after each fiscal quarter of recognized national standing selected by the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and satisfactory to the Purchasers.(B) not contain all notes thereto that may be required in accordance with GAAP, as required); (biii) As as soon as practicable practicable, after a change of more than ten percent (10%) of the stock ownership of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the firstperiod, second the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and third quarterly accounting periods the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in each fiscal year sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the Chief Executive Officer or senior finance officer of the Company as being true, complete, and correct; and (iv) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in any event within this Section 1.1 to the contrary, the Company may cease providing the information set forth in this Section 1.1 during the period starting with the date thirty (30) days thereafter, a consolidated (and consolidating) balance sheet before the Company’s good faith estimate of the Company and its Subsidiaries, if any, as date of the end filing of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared a registration statement in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods Securities Act of the previous fiscal year1933, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's as amended or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: amended; provided that (i) Covenant Compliance - any information required in order to establish whether the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company and is no longer actively employing its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income commercially reasonable efforts to cause such registration statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, to become effective or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoregistration statement is withdrawn.

Basic Financial Information. The Company will furnish to each Investor and any owner of 5% or more of the following reports to the Purchasers:outstanding shares of Common Stock (“Qualifying Owner”): (ai) As as soon as practicable practicable, but no later than 120 days after the end of each fiscal year of the Company, and in any event within ninety (90A) days thereafter, a consolidated (and consolidating) balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidatingD) statements a statement of operations, accumulated earnings and cash flows stockholders’ equity as of the Company and its Subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form practices (“GAAP”) and audited and certified by an recognized accounting firm that is a PCAOB qualified auditor, commencing with the figures for the previous 2022 fiscal year; (ii) as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required); (iii) as soon as practicable, after a change of more than ten percent (10%) of the stock ownership of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in reasonable sufficient detail audited (without scope limitations imposed by as to permit the Holders to calculate their respective percentage equity ownership in the Company) , and certified by independent public accountants the Chief Executive Officer or senior finance officer of recognized national standing selected the Company as being true, complete, and correct; (iv) as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an annual budget (the “Budget”) for the Company and satisfactory to each of its subsidiaries for the Purchasers.upcoming year, which Budget shall include, without limitation, all expense and capital spending expectations for the Company; (bv) As as soon as practicable practicable, but in any event by March 15 after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, all tax information necessary for the Investors to file their respective state and federal tax filings; (vi) at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past and forecasted), recent developments relating to, and material risks facing, the Company; and (vii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in any event within respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 1.1 to the contrary, the Company may cease providing the information set forth in this Section 1.1 during the period starting with the date thirty (30) days thereafter, a consolidated (and consolidating) balance sheet before the Company’s good faith estimate of the Company and its Subsidiaries, if any, as date of the end filing of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared a registration statement in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods Securities Act of the previous fiscal year1933, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's as amended or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: amended; provided that (i) Covenant Compliance - any information required in order to establish whether the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company and is no longer actively employing its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income commercially reasonable efforts to cause such registration statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, to become effective or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoregistration statement is withdrawn.

Basic Financial Information. The Company will furnish the following reports to any Holder, so long as such Holder (or its representative) owns at least 191,000 Shares, or such number of shares of Common Stock issued upon conversion of 191,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the Purchasers:like (a "Significant Holder"): (a) As soon as practicable after the end of each fiscal fiscal] year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company Company, and satisfactory a Company-prepared comparison to the PurchasersCompany's operating plan for such year. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accepting accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, year subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 7.1(a2.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to the Purchaserseach holder of Registrable Securities: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second and third each quarterly accounting periods period in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, period and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal chief financial or accounting officer of the CompanyCompany (or the president if no CFO is in place), except that such statements need not contain the notes required by generally accepted accounting principles. (c) So long As soon as practicable after the Company is subject to the reporting requirements end of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each monthly accounting period and in lieu of the financial information required pursuant to Sections 7.1(aany event within thirty (30) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervisiondays thereafter, a review of the transactions and conditions consolidated balance sheet of the Company and its Subsidiariessubsidiaries, if any, from the beginning as of the end of such month and consolidated statements of income and of cash flow of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting period covered principles consistently applied and certified by the income statements being delivered therewith to the date chief financial officer of the certificate and Company (or the president if no CFO is in place), except that such review has statements need not disclosed contain the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretonotes required by generally accepted accounting principles.

Basic Financial Information. The Company will shall furnish the following reports to the Purchasersreports: (a) As To each Investor who in addition to their affiliates (including the Redmile Group with respect to each of its members) holds not less than 300,000 shares of Preferred Stock (a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, Company and in any event within ninety (90) 120 days thereafterafter the end of each fiscal year, a consolidated (and consolidating) balance sheet audited financial statements of the Company and its Subsidiariessubsidiaries, if any, as at of the end of such fiscal yearyear including a consolidated balance sheet, consolidated statements of income and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if anyflows, for such year, prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasers. (b) As To each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companymonth, and in any event within thirty (30) 45 days thereafterafter the end of each such month, a an unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, monthly period and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such monthly period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied GAAP and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Company, subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the notes required by GAAP. (c) To each Major Investor, as soon as practicable after the end of each fiscal quarter, and in any event within 45 days after the end of each such fiscal quarter, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such fiscal quarter and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such fiscal period and for the current fiscal year to date, prepared in accordance with GAAP and setting forth any events which could reasonably be expected to have an adverse effect upon in comparative form the Company's or any Subsidiary's finances or figures for the results corresponding periods of its operationsthe previous fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is , subject to changes resulting from normal year-end audit adjustments, except that such financial statements need not contain the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information notes required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or formsGAAP. (d) Each set of financial statements delivered To each Major Investor, as soon as available, but in any event not later than 30 days prior to the Purchasers pursuant to Section 7.1 will be accompanied by beginning of each new fiscal year, the Annual Budget as defined in the Voting Agreement. (e) To each Major Investor, as soon as practicable after the end of each fiscal quarter, and in any event within 45 days after the end of each such fiscal quarter, a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of current capitalization table for the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company detailing, all issued and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions outstanding securities of the Company and the Fully Diluted Common Stock beneficially owned by each Holder. (f) For purposes on this Section 3.1 only, Xxxxx Ventures, LLC (“WVC”) shall be considered a Major Investor for so long as it or its Subsidiaries, if any, from the beginning affiliates holds not less than 300,000 shares of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoCommon Stock.

Basic Financial Information. The Company will furnish the following reports to each Holder of at least 400 shares (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the Purchasers:like and aggregating all shares of Registrable Securities held by entities affiliated with an Investor, including but not limited to trusts for the benefit of an Investor or Investor’s immediate family members and any partner of an Investor) of the Company’s Registrable Securities (each a “Significant Holder”): (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company’s operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 7.1(a2.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to the Purchaserseach Holder: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and applied, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail detail, and audited (without scope limitations imposed by the Company) and certified in each case by independent public accountants of recognized national standing selected by the Company, and a Company and satisfactory prepared comparison to the PurchasersCompany's operating plan for such year. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a an unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated (and consolidating) statements of operations, accumulated earnings income and statements of cash flows of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such balance sheet need not contain the notes or the end-of-period adjustments required by generally accepted accounting principles. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b3.1(a), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The So long as any Series A Stockholder continues to hold outstanding shares of Series A Preferred Stock (or Common Stock issued upon conversion thereof), the Company will furnish the following reports to the Purchaserseach such Series A Stockholder: (a) As as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a an audited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at of the end of such fiscal year, and audited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by an independent public accountants accounting firm of nationally recognized national standing selected by the Company and satisfactory to the Purchasers.Company; (b) As as soon as practicable after the end of the first, second and third quarterly accounting periods each calendar quarter in each fiscal year of the Company, and and0 in any event within thirty forty-five (3045) days thereafter, a an unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (subject to changes resulting from normal year-end audit adjustments and except that such financial statements need not contain the notes required by generally accepted accounting principles) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, year and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or corresponding budgeted figures for the results of its operationscurrent periods, all in reasonable detail and certified by the principal financial or accounting officer of the Company.; and (c) So long as soon as practicable after the Company is subject to the reporting requirements end of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b)each month, but in any event within 30 days thereafter, the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer unaudited balance sheet of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether as of the Company end of such month and its Subsidiaries were in compliance with unaudited statement of income and losses, stockholders' equity and cash flows for such month (without the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, footnotes required under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the generally accepted accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoprinciples).

Basic Financial Information. The Company will furnish the following reports to the Purchaserseach holder of Registrable Securities: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to in accordance with the Purchasersprovisions of Section 5.7. (b) As soon as practicable after the end of the first, second and third each quarterly accounting periods period in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer Chief Financial Officer of the CompanyCompany (or the Chief Executive Officer or President if no Chief Financial Officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles for year-end financial statements. (c) So long As soon as practicable after the Company is subject to the reporting requirements end of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each monthly accounting period and in lieu of the financial information required pursuant to Sections 7.1(aany event within thirty (30) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervisiondays thereafter, a review of the transactions and conditions consolidated balance sheet of the Company and its Subsidiaries, if any, from the beginning as of the end of such month and consolidated statements of income and of cash flow of the Company and its Subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting period covered principles consistently applied and certified by the income statements being delivered therewith to the date Chief Financial Officer of the certificate and Company (or the Chief Executive Officer or President if no Chief Financial Officer is in place), except that such review has statements need not disclosed contain the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretonotes required by generally accepted accounting principles for year-end financial statements.

Basic Financial Information. The Company will furnish the following reports to the Purchaserseach Major Holder: (a) As soon as practicable Within one hundred fifty (150) days after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a an audited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operationsincome, accumulated earnings and cash flows and stockholders’ equity of the Company and its Subsidiariessubsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasersapplied. (b) As soon as practicable Within forty-five (45) days after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) days thereafter, a an unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to dateperiod, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, (except that such financial statements may be subject to changes resulting from normal year-end audit adjustments, adjustments and setting may not contain all footnotes required by generally accepted accounting principles). Such financial statements shall also set forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail applicable plan figures and certified by the principal financial or accounting officer of the Companyvariances from plan. (c) So long as Within thirty (30) days after the end of each month, a consolidated balance sheet of the Company is and its subsidiaries, if any, as of the end of such monthly period, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with generally accepted accounting principles consistently applied (except that such financial statements may be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), normal year-end adjustments and in lieu of the may not contain all footnotes required by generally accepted accounting principles. Such financial information required pursuant to Sections 7.1(a) statements shall also set forth applicable plan figures and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or formsvariances from plan. (d) Each set of financial statements delivered At least thirty (30) days prior to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of each fiscal year, an annual budget and business plan for such fiscal year. In addition, the Company shall promptly and accurately respond, and shall use commercially reasonable best efforts to cause its transfer agent to promptly respond, to requests for information made on behalf of any LCP Investor, Fidelity Investor, Wellington Investor or AllianceBernstein Investor relating to (a) accounting period covered by or securities law matters required in connection with its audit or (b) the income statements being delivered therewith actual holdings of such Investor, including in relation to the date total outstanding shares; provided however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with a confidentiality obligation of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoCompany.

Basic Financial Information. The Company will furnish the following reports to the Purchaserseach Holder: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared and audited by a nationally recognized accounting firm in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the Purchasersdetail. (b) As soon as practicable after the end of the first, second and third each quarterly accounting periods period in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) So long As soon as practicable before the beginning of the Company's fiscal year, and in any event at least thirty (30) days before the beginning of the Company's fiscal year, an annual budget and operating plan. (d) From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"which shall include any successor federal statute), and in lieu of the financial information required pursuant to Sections 7.1(a2.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to the Purchasersyou so long as you are (or your representative is) a holder of Preferred or Common Stock: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) one hundred and twenty days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) forty-five days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows sources and applications of funds of the Company and its Subsidiaries, if any, subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified signed by the principal financial or accounting officer of the Company. (c) So long as From the date the Company is becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its annual reports filed on Form 10-KSB, K and its quarterly reports on Form 10-QSBQ, Form 8-K or any successor form or formsrespectively. (d) Each set of the financial statements delivered referred to in subparagraphs (a) and (b) of Section 7.1 and subparagraph (a) of Section 7.2 shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end adjustments (none of which would, alone or in the aggregate, be materially adverse to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairmanfinancial condition, President operating results, assets, operations or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions business prospects of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes subsidiaries taken as a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretowhole).

Basic Financial Information. The Company will furnish to each Investor and any owner of 5% or more of the following reports to the Purchasers:outstanding shares of Common Stock (“Qualifying Owner”): (ai) As as soon as practicable practicable, but no later than 120 days after the end of each fiscal year of the Company, and in any event within ninety (90A) days thereafter, a consolidated (and consolidating) balance sheet as of the end of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidatingD) statements a statement of operations, accumulated earnings and cash flows stockholders’ equity as of the Company and its Subsidiaries, if any, for end of such fiscal year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail practices (“GAAP”) and audited (without scope limitations imposed by the Company) and certified by independent public accountants an recognized accounting firm that is a PCAOB qualified auditor, commencing with the 2022 fiscal year; (ii) as soon as practicable, but not later than 75 days after each fiscal quarter of recognized national standing selected by the Company, quarterly reports of management of the Company generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing adjustments, and satisfactory to the Purchasers.(B) not contain all notes thereto that may be required in accordance with GAAP, as required); (biii) As as soon as practicable practicable, after a change of more than ten percent (10%) of the stock ownership of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the firstperiod, second the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and third quarterly accounting periods the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in each fiscal year sufficient detail as to permit the Holders to calculate their respective percentage equity ownership in the Company, and certified by the Chief Executive Officer or senior finance officer of the Company as being true, complete, and correct; and (iv) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority Investor may from time-to-time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in any event within this Section 1.1 to the contrary, the Company may cease providing the information set forth in this Section 1.1 during the period starting with the date thirty (30) days thereafter, a consolidated (and consolidating) balance sheet before the Company’s good faith estimate of the Company and its Subsidiaries, if any, as date of the end filing of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared a registration statement in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods Securities Act of the previous fiscal year1933, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's as amended or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) So long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: amended; provided that (i) Covenant Compliance - any information required in order to establish whether the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company and is no longer actively employing its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income commercially reasonable efforts to cause such registration statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, to become effective or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoregistration statement is withdrawn.

Basic Financial Information. The Company will furnish the following reports to each of the PurchasersInvestors holding at least 500,000 shares(as adjusted for stock splits, stock dividends and similar transactions) of the outstanding Registrable Securities: (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at of the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiariessubsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by independent public accountants of recognized national standing selected by the Company and satisfactory to the PurchasersCompany. (b) As soon as practicable after the end of the first, second and third each quarterly accounting periods period in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows flow of the Company and its Subsidiariessubsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal chief financial or accounting officer of the CompanyCompany (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles. (c) So long As soon as practicable after the end of each monthly accounting period and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company is and its subsidiaries, if any, as of the end of such month and consolidated statements of income and of cash flow of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied and certified by the reporting chief financial officer of the Company (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles. (d) Subsequent to the Company's initial public offering, the Company will deliver to all holders of greater than or equal to 500,000 shares (as adjusted for stock splits, stock dividends and similar transactions) of the Registrable Securities, copies of all reports required to be filed by the Company pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or formsamended. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.

Basic Financial Information. The Company will furnish the following reports to the PurchasersPurchaser: (aA) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles GAAP consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited and followed promptly thereafter (without scope limitations imposed to the extent not available) such financial statements accompanied by the Company) and certified by opinion of independent public accountants of recognized national standing selected by the Company Company, and satisfactory a Company-prepared comparison to the PurchasersCompany's operating plan for such year. (bB) As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty forty-five (3045) days thereafter, a consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly period, and consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles GAAP consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal yearyear and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (cC) So long As soon as practical after the end of each month and in any event within twenty (20) days thereafter (within thirty (30) days thereafter for the first three months following the Closing), the Company is subject will deliver to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to Section 7.1 will be accompanied by Purchaser a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions consolidated balance sheet of the Company and its Subsidiaries, if any, from as at the beginning end of such month and consolidated statements of income and cash flows of the accounting period covered Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with GAAP consistently applied and certified by the income principal financial or accounting officer of the Company, together with a comparison of such statements being delivered therewith to the date corresponding periods of the certificate prior fiscal year and that such review has not disclosed to the existence during such period Company's operating plan then in effect and approved by its Board of any condition or event which constitutes a breach or default under this Agreement or any Directors. (D) The Company will deliver to Purchaser an annual financial plan for the Company for the next fiscal year, no later than forty-five (45) days before the start of the other agreements contemplated hereby orCompany's next fiscal year, if any in such condition or event existed or existsmanner and form as approved by the Board of Directors of the Company, specifying the nature which financial plan shall include at least a projection of income and period of existence thereof and what action the Company has taken or proposes to take with respect thereto.a projected cash flow statement

Basic Financial Information. The 3.1.1 So long as any Series A Holder, Series B Holder or any assignee of such Holder shall own any Registrable Securities the Company will shall furnish the following reports to the Purchaserssuch Holder: (a) As soon as practicable after the end of each fiscal year of the Companyyear, and in any event within ninety (90) 90 days thereafter, a audited consolidated (and consolidating) balance sheet sheets of the Company and its Subsidiariessubsidiaries, if any, as at the end of such fiscal year, and audited consolidated (and consolidating) statements of operations, accumulated earnings income and cash flows of the Company and its Subsidiariessubsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed and accompanied by the Company) a report and certified opinion thereon, by independent public accountants of recognized national standing reputation selected by the Company Company's Board of Directors and satisfactory to the Purchasers.by a copy of such accountants' management letter prepared in connection therewith; (b) As soon as practicable after the end of the firsteach month, second and third quarterly accounting periods in each fiscal year of the Company, and but in any event within thirty (30) days thereafter, a the Company's unaudited consolidated (and consolidating) balance sheet of the Company and its Subsidiaries, if any, as of the end of each such quarterly period, month and consolidated (and consolidating) statements its unaudited statement of operations, accumulated earnings income and cash flows of the Company and its Subsidiaries, if any, for such period month, indicating actual results versus the Company's plan, all in reasonable detail and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company.; (c) So long No later than thirty (30) days prior to the beginning of each fiscal quarter and not later than sixty (60) days prior to the beginning of each fiscal year, a copy of the Company's annual operating plan for the forthcoming fiscal quarter or year, as the Company is subject to case may be, forecasting the reporting requirements of the Securities Exchange Act of 1934Company's revenues, expenses and cash position on a monthly basis and, as amended (soon as practicable after the "Exchange Act"), and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing adoption thereof, copies of all SEC Documents filed by the Company, including, but not limited to, its reports filed on Form 10-KSB, Form 10-QSB, Form 8-K or any successor form or forms.revisions to such operating plan; (d) Each set of With respect to the financial statements delivered to called for in subsection (b) of this Section 3.1.1, an instrument executed by the Purchasers pursuant to Section 7.1 will be accompanied by a certificate of the Chairman, Chief Financial Officer or President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements exception of this Section 7 during footnotes that may be required by GAAP) and fairly present the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a review of the transactions and conditions financial condition of the Company and its Subsidiariesresults of operation for the period specified, if anysubject to year-end audit adjustment; and (e) Such other information relating to the financial condition, from the beginning business, prospects or corporate affairs of the accounting period covered Company as a Series A Holder, Series B Holder or any assignee of a Series A Holder or Series B Holder may from time to time request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1.1 to provide information which it deems in good faith to be a trade secret or similar confidential information unless such Series A Holder or Series B Holder agrees to hold such information in confidence. 3.1.2 The Company may require any recipient of the information set forth in Section 3.1.1 above to execute a reasonable non-disclosure agreement in a form acceptable to Company counsel. 3.1.3 The rights granted pursuant to this Section 3.1 may be assigned or otherwise conveyed by the income statements being delivered therewith Series A Holders or Series B Holders or by any subsequent transferee of Registrable Securities, provided such transferee holds at lease 50,000 shares of Registrable Securities; and provided further, that the Company may refuse to provide such information if the date transferee is a competitor of the certificate and that such review has not disclosed the existence during such period of any condition or event which constitutes a breach or default under this Agreement or any of the other agreements contemplated hereby or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect theretoCompany.